Share Subscription Letter - Template, Sample Form

________
________
ACN/ABN (if applicable): ________
Email: ________

To:
The Directors
________ (ACN ________)
________

Date: ________

SHARE SUBSCRIPTION LETTER

To the Directors:

§1. Application for Shares

1. ________ (the "Investor") hereby irrevocably applies for the allotment and issue to the Investor of ________ (________) ________ shares (the "Shares") in the capital of ________ (ACN ________) (the "Company") at a price of $________ (________) per Share, subject to the constitution of the Company and the terms of this Share Subscription Letter (this "Letter").
2. This Letter constitutes an offer by the Investor capable of acceptance by the Company by way of the directors of the Company resolving to allot and issue the Shares to the Investor in accordance with the Company's constitution and the Corporations Act 2001 (Cth).

§2. Details of Subscription

Name of subscriber: ________
Date of subscription: ________
Share class: ________
Number of Shares: ________
Amount per Share: $________ (________) per Share
Total subscription amount: $________ (________)

§3. Terms and Conditions of Subscription

1. The Subscription is subject to the following specific terms and conditions:

   ________

2. The Subscription is conditional upon the directors of the Company resolving to allot and issue the Shares to the Investor. If the Company does not accept this application, any subscription monies received from the Investor will be refunded without interest and without deduction.

§4. Payment

1. The Investor confirms that they will pay to the Company, no later than ________, the total subscription sum of $________ (________) by electronic funds transfer in cleared funds to the following account: ________.
2. The Shares are to be issued fully paid and the subscription monies represent the full consideration payable for the Shares.

§5. Registration and Share Certificate

1. The Investor requests that, upon acceptance of this application and receipt of the subscription monies, the Investor's name be entered in the Company's register of members maintained under section 169 of the Corporations Act 2001 (Cth) as the holder of the Shares.
2. The Investor requests that the Investor be issued with a share certificate, or such other confirmation of holding as is permitted by law, confirming that the Investor is the holder of the Shares in accordance with this Letter.

§6. Acknowledgements and Warranties of the Investor

1. The Investor acknowledges and agrees that, upon allotment and issue of the Shares, the Investor will be bound by, and the Shares will be held subject to, the constitution of the Company and any shareholders' agreement in force from time to time, and will be subject to all rights, obligations and restrictions attaching to the Shares.
2. The Investor warrants that the information provided in this Letter is true, accurate and complete in all material respects.
3. The Investor warrants that it has the legal capacity, power and authority to enter into and complete this Subscription and, where the Investor is a body corporate, that it is duly incorporated and validly existing and that this Letter has been duly authorised and executed.
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5. The Investor acknowledges that it has had the opportunity to obtain independent legal, financial and taxation advice in relation to the Subscription and has either obtained such advice or has decided not to do so.

§7. Privacy

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§8. General

1. This Letter is governed by the laws of ________, and the parties submit to the non-exclusive jurisdiction of the courts of that State or Territory and the courts competent to hear appeals from them.
2. This Letter, together with the Company's constitution and any applicable shareholders' agreement, constitutes the entire agreement between the parties in relation to the Subscription.
3. If any provision of this Letter is or becomes invalid, illegal or unenforceable, it is to be read down to the extent necessary, or otherwise severed, without affecting the validity or enforceability of the remaining provisions.
4. This Letter may be executed in counterparts and by electronic signature, each of which is taken to be an original and all of which together constitute one instrument.

Signed for and on behalf of the Investor, ________:

Signature: ________
Signatory name: ________
Role/Capacity: ________
Date of signing: ________

Witness signature: ________
Witness name: ________
Witness address: ________
Date: ________